Form 4: Bryant Lisa reports acquisition/exercise transactions in DOW

Rhea-AI Filing Summary

Bryant Lisa reported acquisition or exercise transactions in a Form 4 filing for DOW. The filing lists transactions totaling 56,414 shares. Following the reported transactions, holdings were 42,450 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bryant Lisa

(Last) (First) (Middle)

2211 H.H. DOW WAY

(Street)

MIDLAND MI 48674

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DOW INC. [ DOW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		A		6,164(1)	A	$0	27,062	D
Common Stock	02/12/2026		A		7,800(2)	A	$0	34,862(3)	D
Common Stock								113.116	I	By 401(k) Plan
Common Stock								165.47	I	By 401(k) Plan ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Option (Right to Buy)	$32.65	02/12/2026		A		42,450		(4)	02/12/2036	Common Stock	42,450	$0	42,450	D

Explanation of Responses:

1. Performance share units not previously reportable were determined after certification of the applicable performance metrics. Performance share units will be settled in one installment on or about February 26, 2026, subject to continued employment.

2. Restricted stock units to be delivered in one installment on or about February 12, 2029, subject to continued employment.

3. Total includes previously reported restricted stock units.

4. This option will vest in three equal annual installments beginning on February 12, 2027. Option shares will be used to satisfy withholding taxes.

Remarks:

	/s/ Lisa Bryant	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did Dow (DOW) executive Lisa Bryant report?

Lisa Bryant reported multiple equity awards, including 6,164 performance share units, 7,800 restricted stock units, and a non-qualified stock option for 42,450 shares at a $32.65 exercise price. These grants represent compensation awards rather than open-market share purchases.

How many Dow (DOW) common shares does Lisa Bryant own after these grants?

After the reported awards, Lisa Bryant directly beneficially owned 34,862 Dow common shares. She also had small indirect interests through retirement plans, including 113.116 shares via a 401(k) plan and 165.47 shares via a 401(k) ESOP, reflecting long-term compensation and savings holdings.

When will Lisa Bryant’s Dow (DOW) performance and restricted stock units settle?

The 6,164 performance share units are scheduled to be settled in one installment on or about February 26, 2026, subject to continued employment. The 7,800 restricted stock units are expected to be delivered in one installment on or about February 12, 2029, also contingent on continued employment.

What are the vesting terms of Lisa Bryant’s Dow (DOW) stock options?

Lisa Bryant received a non-qualified stock option for 42,450 Dow shares at a $32.65 exercise price. The option vests in three equal annual installments beginning February 12, 2027. The filing notes that option shares will be used to satisfy withholding tax obligations upon exercise.

Are Lisa Bryant’s Dow (DOW) equity awards open-market share purchases?

No. The filing classifies these transactions under code A as grants, awards, or other acquisitions. The performance share units, restricted stock units, and stock options were awarded at a reported price of $0 per share, indicating compensation rather than open-market buying activity.

What role does Lisa Bryant hold at Dow (DOW) in connection with these awards?

Lisa Bryant is identified as an officer of Dow, serving as chief human resources officer. The reported equity awards, including performance share units, restricted stock units, and stock options, form part of her executive compensation structure aligned with performance and continued employment conditions.